Changing
by Revelati0n
Summary: Gwen and a girl named Maria died four years ago after they both somehow retrieved a omnitrix. The now fourteen year old Ben meets a old pen pal of Gwen’s. A fourteen year old boy named Marco. He has a omnitrix as well. What will there meeting begin?HIATUS


Author: Anime Master Inu

Rating: T

Title:

Disclaimer: I don't own Ben Ten. I only own my computer, PSP, DS and other electronics.

A/N: First Ben Ten fic I ever wrote.

Summary: Gwen and a girl named Maria died four years ago after they both somehow retrieved a omnitrix. The now fourteen year old Ben meets a old pen pal of Gwen's. A fourteen year old boy named Marco. He has a omnitrix as well. What will there meeting begin?

Dedication: To all my reviewers (You guys rock!), my family and my muses.

Muses: Shadow, Light, Death, Life, Fire, Wind, Air, Water.

(a/n: Here we go. This will be good. I hope.)

Chapter#1: Meeting.

Conversation:

Me:…Well um yeah let's see. Okay uh Ben.

Ben: So what are the pairings?

Me: Can't tell you.

Ben: Aw c'mon.

Me: Sorry, but no.

ONTO THE STORY

Ben looked down at the grave. He still couldn't believe it. Four years ago Gwen had died. He remembered it so clearly. The clearing, the crash, the other girl and Gwen, Vilgax, and then Gwen and the girl dying.

It hadn't been right. She didn't deserve to die, she just didn't. Ben punched the air in front of him and fell to his knees. "You Ben?" a voice asked behind him.

Reacting quickly Ben unleashed a kick to the strangers head. The stranger ducked and shielded himself with his hands. "Hey I don't want to fight. I'm Marco, I was Gwen's pen pal." the stranger quickly said in his defense.

Marco had short black hair spike up, was around Bens' height of five foot ten, had striking green eyes, and had a small muscle build as well "Why should I believe you?" Ben asked coldly and Marco smirked.

"Two things. One I have a omnitrix, and two Gwen told me." Marco said and showed his left wrist.

On it was a omnitrix like Ben's only it had red where the black was on Bens'.

"How do you have a omnitrix?" Ben asked as he stared at the new comer.

"I was outside in my backyard which is a huge valley and a meteor probe thing came crashing down. I ran to look at it and found a small crater. I walked toward the pod and it came out and jumped on my wrist." Marco replied in a single breath and put his arms down.

"Why are you here?" Ben asked suspiciously since he still didn't trust Marco.

"I think I figured out a way to stop this from happening." Marco replied.

"What is it?" Ben asked.

"Look you know there are many different aliens on the watch since Gwen had mentioned that. Look I figured out how to use parts from all the aliens energies to make a huge force. It takes a lot out of you but if used correctly you can open a rip in the time space continuum." Marco replied.

"What?" Ben asked and incredulously looked at Marco.

"We can travel back in time." Marco replied and smirked.

"That's great. I mean we can go back and save Gwen and that other girl. Then it will all be great." Ben said with pure excitement.

"Her name was Maria." Marco muttered darkly.

Ben looked at him with a questioning look and Marco sighed. "She was my friend. She left for a camping trip and she was there. She was the other girl as you call her." Marco told him.

"Oh dang I didn't know." Ben said and cringed a bit at his mistake.

"Hey, it's all right. So let's do this. Look become Upgrade. I'll become XLR8. When we do that attach yourself to the omnitrix symbol and we'll go back in time." Marco told him and began going through his omnitrix.

"It's hero time." Ben and Marco yelled at the same time and flashes of light engulfed them.

When the light decapitated Ben stood as Upgrade and Marco was XLR8. "Get on my chest." Marco hissed out and Ben molded onto the symbol.

"This will be fun." Marco said and began running in a tight circle.

As he ran a trail of energy began to leave in his wake. Eventually he stopped and the energy seemed to build up. It reached to a point where the energy converged around them and they vanished. "What's going on?" Ben yelled as they traveled through the time space continuum.

Marco's reply was a laugh and yelling back "Time space continuum."

It seemed that as soon as it started it ended.

/BACK IN TIME\\\\\\\

Ben was amazed at where he was. It was the campsite Gwen, Grandpa Max, and he had been two weeks before the second omnitrix accident. The next thing he noticed was a rushing wind behind him and a figure kneeling to his side. "Never….doing…..that……again." XLR8 gasped out.

"Marco?" Ben asked right as the omnitrix began to beep red.

"The one and only." Marco replied as the omnitrix changed him back.

When the light dissipated Marco, who looked like his future self only younger, began throwing up the contents of his stomach. "Ew." Ben muttered and stepped back.

"I'm used to running faster and not putting so much strain on XLR8's form. I put way too much stress on it." Marco gasped out and rolled away from the vomit.

"Well what do we do now?" Ben asked as he sat on a rock a bit away from the vomit.

"Well I think…" Marco started but was interrupted when a voice was heard yelling.

"Ben where are you?" Gwen yelled as she made her way into the forest.

"Shit." Ben and Marco said under their breath at the same time and ran behind some trees.

"What do we do now?" Ben hissed at Marco.

"I don't know. I mean she thinks that I'm across the country. What do we do?" Marco replied.

"The truth?" Ben asked and Marco gave him a look that meant 'Are you the stupidest person ever?'

"If we do that we're in deep shit. Look let's just say I was on a trip and my parents let me go alone. I have everything I need." Marco replied in a hushed voice and pointed at the backpack Ben hadn't noticed on his back.

"Fine." Ben said and then louder "We're over here Gwen!"

"We?" she asked and then when both Ben and Marco stepped out from behind the trees she gasped in surprise.

"Marco! I can't believe it. It's so great to meet you!" Gwen exclaimed and pulled Marco into a hug.

"Uh Gwen? Can't breathe." Marco muttered and Gwen let go.

"Sorry. So why are you here?" she asked with a bright smile on her face.

"Well my parents were on a camping trip and hey decided that I could make my way around and all. It kind of took me about a month to let them." Marco replied and scratched the back of his head.

'If only she knew.' Marco thought to himself. In reality he had use Gray Matter to make a device that hypnotized them into thinking he was at a scout camp. "Really? Hey, why don't you come with Ben, my grandpa and I? I'm sure grandpa wouldn't mind." Gwen asked and Ben stifled a yell for joy.

"Sure. If it's okay with him." Marc replied and stuck his hands in his pockets.

Gwen moved her hand to follow her and the three began walking out of the forest. Soon they found the campsite Ben, Max and Gwen had been staying at. "Oh hi Ben, Gwen. A new friend?" Max greeted them from the fire that he had started where he was cooking…something and chuckled.

"Actually Grandpa, this is Marco, my pen pal. He was allowed to go on a trip by himself and we wanted to know if it was okay for him to come with us?" Gwen replied and looked up at Max hopefully.

"Sure. The more the merrier." Max said and the three ten year olds let out yells of joy.

Ben grabbed Marco and pulled him into the RV. As soon as Marco put his stuff down Ben smiled. "Everything's turning out great!" Ben exclaimed and Marco glared at him.

"Well actually we have two weeks so it may not." Marco informed him and sighed.

"What? But we need to!" Ben exclaimed.

"We can, but only if we train a lot and I mean a lot." Marco replied and emphasized the words 'a lot.  
"Do we have to?" Ben whined and Marco glared.

"Sure." Marco replied sarcastically and then exclaimed "If you want them to die!"

"Geez sorry. So how do we train?" Ben asked Marco with interest.

"We need to use our forms as much as we can at night. I can probably make something to block the signal with Gray Matter." Marco replied and Ben laughed.

"Yes we can save them!" Ben exclaimed and jumped for joy.

Unknown to them Gwen was listening from the outside. Max had gone to get food in town and she wondered what they would talk about. She was surprised when she heard them talking. 'My god, they're crazy.' Gwen thought to herself and walked back to where she had been sitting.

She had known that Marco had a omnitrix. He had talked to her about it online, but what was going on now? This was too strange. Even for the usual strangeness they went through. Gwen sighed as the boys came out and they turned to ask her something. "Uh hey Gwen we have a question. Where are we going in about two weeks?" Marco asked and did a slight smile.

"Huh? I think Grandpa said somewhere in Oklahoma." Gwen replied and Ben and Marco choked somehow.

"Uh Oklahoma? Marco and I thought that maybe Virginia would be nice. We haven't been there." Ben said nervously and chuckled nervously.

"Okay. Lets talk to grandpa when he comes back." Gwen told them and turned to a book she had forgotten about.

"Uh sure. Hey Ben and I are going to go explore the woods. See ya." Marco told her and Ben and he ran off to the forest as fast as they could.

Gwen raised a eyebrow at their antics and muttered "Gay."

When Ben and Marco reached a open clearing they stopped and caught their breath. "So. Got what you need?" Ben gasped out at Marco.

"Yeah. It'll take a minute or two but that's all Vilgax needs, but he won't be looking now. From when the ship exploded it's still rebuilding." Marco replied as he began flipping through the omnitrix.

Marco slammed his hand down and a burst of light covered him. When the light dissipated around where Marco stood was now Gray Matter with a bag at his side. As quick as he could Marco took piece after piece from the bag and put them together. In a minute he had a fully functioning device. "Now what?" Ben asked as he stared down at Marco.

Marco grinned widely and laughed. "We train." he replied.

(a/n: WOOT! It's a huge chapter!)

Ja ne, A.M.I.

I officially seal this chapter 


End file.
